Senior Secured Notes Offering Summary
Transcription
Senior Secured Notes Offering Summary
Additional Information October, 2013 Disclaimer By reading the presentation slides, you agree to be bound by the following limitations. This presentation does not constitute or form part of and should not be construed as, an offer to sell or issue or the solicitation of an offer to buy or acquire securities of NH Hoteles, S.A.(the “Company”), in any jurisdiction or an inducement to enter into investment activity. No part of this presentation, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The Company is separately offering (the “Offerings”) Company’s senior secured notes (the “Senior Secured Notes”) and a potential senior unsecured unguaranteed convertible notes (the “Senior Unsecured Unguaranteed Convertible Notes”, together with the Senior Secured Notes, the “Notes”). Any purchase of Senior Secured Notes in the Offering of such notes should be made solely on the basis of information contained in the offering memorandum and any supplemental offering memorandum to be published in respect of the referred Offering. The Company will not prepare any offering memorandum in respect of the Senior Unsecured Unguaranteed Convertible Notes. The information contained in this presentation has not been independently verified. No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. None of the Company or any of their respective affiliates, advisors or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this presentation or its contents or otherwise arising in connection with the presentation. This presentation is only for persons having professional experience in matters relating to investments and must not be acted or relied on by persons who are not Relevant Persons (as defined below). Solicitations resulting from this presentation will only be responded to if the person concerned is a Relevant Person. This presentation is not for distribution in, nor does it constitute an offer of securities in the United States, Canada, Australia or Japan. Neither the presentation nor any copy of it may be taken or transmitted into the United States of America, its territories or possessions, or distributed, directly or indirectly, in the United States of America, its territories or possessions or to any US person as defined in Regulation S under the US Securities Act 1933 (the “Securities Act”). Any failure to comply with this restriction may constitute a violation of United States securities laws. The presentation is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Company has not registered and does not intend to register any portion of the Offering in the United States of America or to conduct a public offering of any securities in the United States of America. This presentation is made to and directed only at (i) persons outside the United Kingdom, (ii) qualified investors or investment professionals falling within Article 19(5) and Article 49(2) (a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), and (iii) high net worth individuals, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (such persons collectively being referred to as "Relevant Persons"). This presentation and its contents are confidential and must not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person, whether or not such person is a Relevant Person. Failure to comply with this restriction may constitute a violation of applicable securities laws. If you have received this presentation and you are not a Relevant Person you must return it immediately to the Company. This presentation does not constitute a recommendation regarding the securities of the Company. This presentation includes “'forward-looking statements.” These statements contain the words “anticipate,” “believe,” “intend,” “estimate,” “expect” and words of similar meaning. All statements other than statements of historical facts included in this presentation, including, without limitation, those regarding the Company’s financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to the Company’s projects and services) are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company to be materially different from results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this presentation. Each of the Company, other relevant group entities and their respective agents, employees and advisers, expressly disclaims any obligation or undertaking to update any forward-looking statements contained herein. The information and opinions contained in this document are provided as at the date of this presentation and are subject to change without notice. All information not separately sourced are from Company data. 1. Transaction overview 3 Sources and uses and pro-forma capital structure Sources & Uses Sources (€m) Corporate HY Bond Convertible bond New Senior Term Loan Facility New RCF of €76mm Use of existing cash on B/S Total sources [200-225] [200 - 275] 153 [Undrawn] 15 643 Uses (€m) Repayment of Existing Credit Facility Equity swap Repayment of Secured loans Transaction expenses and interest swap termination 548 56 15 23 Total uses 643 Pro forma capital structure as of June-30, 2013 Pro-forma capital structure Cash Mortgage loans Corporate HY Bond New Senior Credit Facility Secured net debt Convertible bond Unsecured and Subordinated Loans Total net debt Equity 2 Enterprise Value LTM Pro Forma Adjusted EBITDA (Jun-13) 1 Value of owned hotels3 €m (136) 200 225 153 441 2505 92 783 1,295 2,078 94 % of EV Total LTV3 Collateral LTV4 x LTM EBITDA 40.6% 40.6% 21.3% 31.6% Margin Tenor 4.0% 6 years 4 years 4.7x 5 years 37.7% 56.0% 8.3x 100.0% HY bondholders would be at 41% LTV – collateral val. of €931m €1.4bn Convertible bond issuance is Unsecured Source: Company information, Bloomberg as of September, 2013. 1 Adjusted for non-recurrent items; 2 Market cap as of October 18, 2013; 3 Book value of owned hotels; 4 Based on collateral valuation of €931mm; 5Assuming Convertible bond size 4 Significantly improved maturity profile Current debt structure amortization schedule (€mm) Pro Forma amortization schedule (€mm) Undrawn Revolver 328 Available liquidity: • €136mm PF Cash • €76mm of undrawn RCF 266 233 76 148 135 120 111 85 50 47 41 41 5% 5% 32 6% 15% 17% 11% 41% 2% 1% 14% % of Total debt 4% 5% 17% 30% 26% 13% 5 Indicative termsheets (*) Senior Secured Notes Offering Summary Company • NH Hoteles S.A. Principal amount • EUR 225 million Currency • EUR Maturity • 6 years Optional redemption • Non-call 4 years Coupon • Fixed rate coupon; rate determined at the time of pricing Use of proceeds • Refinance existing debt and pay transaction fees and expenses Security • First lien secured Guarantees • Same guarantee package as new credit facilities Incurrence covenants Customary bond covenants . * This transaction has been approved by the Board of Directors of the Company on 24 October 2013. Execution is subject to satisfactory pricing and is also linked to the launching and execution of the Senior Secured Unguaranteed Convertible Notes issue referred in the following slide. 6 Indicative termsheets (*) Senior Unsecured Unguaranteed Convertible Notes Offering Summary Company • NH Hoteles, S.A. Securities • EUR denominated bonds convertible into ordinary shares of the Company (the “Shares”) Ranking • The Bonds will constitute direct, unconditional, unsubordinated and unsecured obligations of the Company Offering type • Reg S only Principal amount • EUR 200 million base size + EUR 75 million increase option Currency • EUR Maturity • 5 years Structure • Par / Par Reference Share Price • Volume Weighted Average Price of the Shares on Spanish Stock Exchanges between launch and pricing Conversion Premium • [●]% - [●]% above Reference Share Price Coupon Company Call Anti-dilution Protection • [●]% - [●]% per annum, payable quarterly in arrear • After 3 years and 21 days, at par + accrued interest, subject to a 130% trigger / at any time if more than 85% of the Notes have been converted / redeemed • Standard Euromarket anti-dilution protection Dividend Protection • Full dividend protection Negative Pledge • Yes, in respect of Capital Market Indebtedness of the Company and its Material Subsidiaries, except for the security package in relation to the Company’s EUR 225 million Senior Secured Notes due 2019 being offered concurrently • Refinance existing debt and pay transaction fees and expenses Use of proceeds Tax call / Gross-up • In the event of Change in Control, Investor Put at par + accrued interest • Temporary downward adjustment of the Conversion Price • Yes Lock-up (Company) • 90 days Events of Default Listing of the Bonds • Yes, for the Company and its Material Subsidiaries, subject to customary threshold and grace periods, including a EUR 25 million cross default • Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange Governing law • English Law, except for the conditions regulating the syndicate of bondholders (Spanish law) Joint Lead Managers & Joint Book runners Stock Loan Facility • Barclays Bank plc. , BNP Paribas and Morgan Stanley & Co. International plc. • 9 million Shares made available for a the Stock Loan Facility Change of control * This transaction has been considered by the Board of Directors of the Company in connection with the Senior Secured Notes issue as two connected transactions. 7 High Yield and Convertible Notes issuing structure overview Public Float1 €1.3bn Mkt Cap Pari-Passu with same guarantor & security coverage €200-225 million New Senior Secured Notes €153 million New Term Loan 100% NH Finance, S.A. €76 million New Revolving Facility €200 - 275 million New Unsecured Unguaranteed Convertible Notes NH Hoteles, S.A. (the “Company”) Guarantor subsidiaries Non-Guarantor subsidiaries 1• As of the issue date, gross drawn debt secured by the Collateral represents 41% LTV 2• Senior Secured Notes Guarantor subsidiaries represent: – 39% of total assets as of June 30, 2013 – 63% of Net Sales2 as of LTM June 30, 2013 – 75% of EBITDA2 as of LTM June 30, 2013 3• Non-Guarantors subsidiaries, as of June 30, 2013 had a consolidated outstanding indebtedness of €221m, excluding amounts outstanding under the Existing Senior Credit Facilities 4• €76mm of Revolving line undrawn on the issue date together with €136mm of PF cash provides significant liquidity cushion 1 As of September 25, 2013, shareholders consist of Hesperia 20%, HNA 20%, Bankia 13%, Blackrock 5%, Intesa Sanpaolo 5%, Ponte Gadea 4%, Taube Hodson Stonex 4% and other, including NHH directors and employees 30%; 2 Excluding the Company EBITDA 8 Collateralised assets description HY & Credit Facilities collateral assets Existing secured loans Collateral Assets Valuation(€m)1 Sotogrande Barbizon Palace Eurobuilding Amsterdam Centre Leeuwenhorst Koningshof Schiphol Airport Hotel Brussels Airport Hotel Brussels City Centre Other 15 Hotels 271 93 75 74 72 63 51 33 30 169 Total 931 Hotels location Hotels offered as collateral The Netherlands (€m) Spain (€m) Total (€m) 421 75 496 85% 15% 1 Hotels location Belgium The Netherlands Pledge of shares Total (€m) 164 NAV attributed (€m) 304 Collateral stake (€m) 271 Total NAV (€m) Assets securing existing Loans (Mortgage Loans) have no overlap with High Yield and Club Deal offered collateral assets – • • Italy 41% Ho lland 20% Spain 20% Hotels Free of Charges are valued at c. €0.3bn2, or €0.4bn2 considering the forthcoming release of the mortgage over NH Calderon 4 – Spain and Argentina are the regions where the majority of the assets free of charges are located Chile 4% Uruguay 4% 2 Netherlands 2% S.A frica 0% Value split by country – w NH Calderon Chile 3% Uruguay 3% M exico 4% Co lo mbia 5% Italy 5% Spain 28% M exico 4% Co lo mbia 5% 931 As per American Appraisal report as of June 2013; 2 Internal Company estimates Switzerland 2% Germany 12% Assets free of charges Total Value of Existing Hotels: 1 1 M exico 5% NH Calderon (Barcelona, Spain) valued between €40m - €50m, is expected to become Free of Charges shortly (pie chart considers NH Calderon) 86% 14% 89% Value breakdown by country Value of securing assets of c.€0.5bn2 3 Value split by country – w/o NH Calderon 141 23 Sotogrande Total collateral • Italy 6% Netherlands 2% S.A frica 0% Spain 37% A rgentina 28% USA 16% USA 19% + 2 + 3 + 4 A rgentina 25% = c. €1.5bn 9 2. Company Overview 10 NHH business profile at a glance Business description and key brands • NHH is the 5th largest hotel brand in Europe and one of the Top 25 chains worldwide operating 386 hotels (mix of leased, managed and owned) with 58,168 rooms in 26 countries Operating breakdown1 By geography… By contracts… • NHH is listed on the Madrid Stock Exchange with a market cap of €1.3bn • Jun-13 LTM Revenue and pro forma Adjusted EBITDA of €1,266 million and €94 million respectively • NHH manages the following portfolio of brands: No of rooms: 58,168 Net turnover: €1,266mm Shareholder structure2 Grupo Hesperia 20,1% Other 27,8% Fidelity 1,5% Black Rock 5,6% Banca Intesa 4,5% Source: Company information; Bloomberg as of October 2013; 1 Breakdown as of June 2013 2 As of September 25, 2013 HNA Group 20,0% THS 3,9% Bankia 12,6% Ponte Gadea 4,1% 11 NH Hoteles corporate history over the last decade Key events 2000: Krasnapolsky 65 Hotels (€728mm) 2006: Capital increase to buy-out minorities¹ of €163mm 2007: Capital increase of €250mm 2009: Capital increase of €222mm 2013: Capital increase of €234mm (HNA) 2007: Jolly 45 hotels (€670mm) 2002: Astron 53 hotels (€130mm) “NH Hoteles 23rd position Worldwide” (Hotels Magazine – 2012) Global player through organic growth and strategic acquisitions Source: Company information ¹ LatAm and Sotogrande minorities 12 Share Price Performance Analysis (in EUR) 20/10/12 - 22/10/13 4.250 NH +50.6% 4.000 3.750 Ibex 35 +27.1% 3.500 3.250 3.000 2.750 2.500 2.250 Oct-12 Nov-12 Dec-12 Jan-13 Feb-13 Mar-13 Apr-13 May-13 Jun-13 Jul-13 Aug-13 Sep-13 Oct-13 Positive LTM share price evolution outperforming Spanish Stock Index Ibex-35 Source: Datastream as of 22/10/2013 13 3. Other considerations 14 Key highlights 1 Leading European hotel operator with diversified portfolio base and well recognised brand 2 Attractive market fundamentals 3 Strong track record of portfolio management 4 Significant asset value underpinning the business 5 Highly skilled and experienced management team 15 1 Leading European hotel operator with diversified portfolio base and well recognised brand Net turnover LTM Jun-13: €1,266mm NHH leading positions across business units Spain Central Europe1 Italy Benelux² No. of hotels 174 52 76 53 No. of rooms 20,946 8,239 13,252 9,326 Ranking3 Brand awareness #2 #1 in Spain in Spain #1 #5 in Italy in Italy #5 #6 #1 in Holland #3 in Belgium #5 in Benelux in Germany in Germany NHH is 5th largest hotel chain in Europe and Top-25 largest hotel chain worldwide Source: Company information as of December 2012; ¹ Business Unit includes Germany, Austria, Switzerland, Czech Republic, Romania, Hungary, Slovakia, Poland 2 Benelux division comprises the Netherlands, Belgium, France, United Kingdom, South Africa, Luxembourg 3 Based on number of rooms 16 2 Attractive market fundamentals Global and European long-term demand drivers are strong… No. of tourists worldwide European RevPAR trend forecast (rebased) Expected 2030: 1.8bn Total 2010: 940mm Strong tourism growth RevPAR in Europe …and supply dynamics are to remain positive in the medium term EMEA hotel development pipeline Current new hotel pipeline (No. of rooms) Asia and America lead future supply Middle East/Africa 15% Europe 15% = NH key market Americas 31% Asia/Oceania 39% Limited pipeline in Europe Total rooms:0.9mm Source: Company information; PwC European cities hotel forecast; STR Global; MKG; UNWTO Note: Numbers of NHH’s open hotels and rooms in individual cities are as of June, 2013 17 3 Strong track record of portfolio management Increasingly asset-light model Operating asset model breakdown December 2008 June 2013 Significant increase in hotel management agreements N. of rooms: 51,591 N. of rooms: 58,168 During 2012, NHH terminated 3 leases and renegotiated 44, resulting in rental expense reduction of approx. €9 million , of which €5 million consisted of temporary discount Successful lease termination and renegotiation During H1 June 2013 NHH terminated 5 leases and renegotiated 40 lease contracts, resulting in rental expense reduction of approx. €13 million, of which €7 million consisted of temporary discount Company historically managed to obtain these savings at modest costs: during H1 June 2013 NHH paid €3 million for termination of lease agreements 18 3 Strong track record of portfolio management Proven track record of monetising at attractive levels Date Hotel Country Rooms Price (mm) x EBITDA Feb 2010 Hilton portfolio Mexico 720 $ 57 9.6 x Apr 2010 NH Jolly St Ermin’s UK 275 £ 65 17.1x Nov 2010 NH Ischia Italy 194 € 36 23.7x Nov 2010 NH Luzern Switzerland 110 € 15 13.7x €170 16.0x 169 € 22 18.1 x 1,149 € 168 9.5x Total 2010 Jan 2011 NH Ligure Italy Mar 2011 Artos Transaction Germany & Austria Oct 2011 Jolly Lotti France 159 € 106 21.6x Dec 2011 Molenvijver Genk Hotel Belgium 82 €4 13.1x € 300 15.6x €157 10.8x Total 2011 Jun 2013 Krasnapolsky Hotel Netherlands 468 Since 2010 NHH managed to sell owned hotels at approx. 16x average EBITDA multiple range Source: Company information 19 4 Significant asset value underpinning the business NH Eurobuilding (Madrid) NH Amsterdam Centre (Amsterdam) Valuation: €75mm Ownership: 100% Location: Spain N. of rooms: 440 NH Barbizon Palace (Amsterdam) Valuation: €74mm Ownership: 100% Location: The Netherlands N. of rooms: 230 NH Jolly Madison Towers (New York) Valuation: €93mm Ownership: 100% Location: The Netherlands N. of rooms: 274 Valuation: €65mm Ownership: 56% Location: USA N. of rooms: 242 Source: Company information; valuation based on third-party appraisal reports (American Appraisal) and internal valuation for NH Jolly Madison Towers Hotel as of Jun-13 Book Value of all hotel assets owned by NHH is approx. €1.4bn 20 5 Highly skilled and experienced management team Executive Committee Rodrigo Echenique Chairman Federico González Tejera CEO Roberto Chollet-Ibarra CFO 8 years 1 year 23 years Years at NHH Prior Experience Education • CEO of Banco Santander (1988-1994) • Before joining NHH in 2012 worked at Euro • Served on the Board of Directors of NHH for Disney and Disney Destinations EMEA eight years (1997-2005) • Previously, spent his career at Procter and • Mr Echenique has held several high-level Gamble. Joined P&G in Spain in the government positions, sat on several Marketing department and finally worked company boards and chaired Vallehermoso in Portugal as General Manager • Law degree from Complutense University • Degree in Economics from Madrid University and a Masters in International • State Attorney Finance and Trade by EAP Ignacio Aranguren Head of Strategy Iñigo Capell Chief Resources Officer 24 years 11 years Years at NHH • Joined Corporación Financiera Reunida, S.A. in 1989 as its Finance Director • Worked in the audit department of the Prior international firm, Coopers & Lybrand Experience • Served as Chief Executive Officer of Sotogrande SA Education • Economics and Business degree from Universidad Pontificia Comillas, Masters Degree in Finance Administration from IAE Source: Company information • Began his professional career in the Selection department at HP in 1995 • Worked in the international management department at BBVA • Law degree from Fundación Universitaria San Pablo CEU, Masters degree from IESE Ramón Aragonés COO 4 years • Before joining NHH in 1990 worked at • Former General Manager of Hesperia Coopers & Lybrand (currently hotels PricewaterhouseCoopers) • Previously served as Regional Director of • He has held CFO and senior financial Portugal and Spain Business Units management positions within NHH over the last 23 years • Law degree from Complutense University • Degree in Tourism and Hotel industry from and MBA at Instituto de Empresa Palma de Mallorca University and Baleares • Chartered Accountant Hospitality school Carlos Ulecia Palacios General Secretary Recently appointed Rocio Escondrillas Labad Chief Marketing Officer Recently appointed • Previous positions include 6 years as Vice • Has held strategic marketing positions for Secretary and Deputy General Secretary at Procter & Gamble, Andersen Consulting and Grupo Prisa Paradores de Turismo, among others • Served as a Legal Counselor at Indra • Was previously Marketing Director for Systems Southern Europe at Johnson & Johnson • Lawyer at Landwell (Law Firm of PwC) where he was appointed Senior Associate of the Firm • Law degree from the University of Zaragoza • Industrial Engineering degree from the and Master’s in Business and Fiscal Law Escuela Técnica Superior de Ingenieros from the Spanish Business School Instituto Industriales of Madrid de Empresa 21 4. Financial performance 22 Key performance indicators of NHH Net turnover1 (€mm) 1.459 Occupancy Change in consolidation perimeter c. €22mm 1.456 1.210 1.295 1.346 65,8% 1.286 62,6% 62,3% 64,3% 63,9% 2011 2012 56,9% 2007 2008 2009 2010 2011 2012 2007 2008 RevPAR (€/room) 57,7 2007 55,5 2008 44,9 49,3 2009 2010 51,4 2011 2009 2010 ADR (€/night) 50,7 2012 87,8 2007 89,0 2008 78,9 78,8 80,0 79,3 2009 2010 2011 2012 Source: Company information Note: Consolidated operating metrics as reported on every fiscal year 1 Net turnover evolution is effected by asset sales during 2010 –2011 2 Based on 2012 net turnover adjusted for c.€22mm decrease associated with termination of lease agreements of 3 hotels in 2012 and disposal of NH Ligure and Jolly Lotti Hotel each in 2011 23 Summary cash-flow statement 2010-2012 (€ mm) 2010A 2011A 2012A Adjusted EBITDA 135 159 120 Change in NWC (51) 5 3 Capex (71) (68) (53) 5% 5% 4% 13 96 70 Disposals 118 171 7 Net Cash flow before interest and taxes 131 267 77 % net turnover Net Cash flow before disposals, interest and taxes Source: Company information 24 Investment activities 2010-2013B Capital expenditures (€mm) Commentary • Investments over the period 2010-2011 included investments in new hotel openings, as well as investment in the maintenance and refurbishment of existing hotels • The Company strategically decreased amount of capex over the crisis from 2010 to 2012 to meet operating needs – In 2012 Capex related only to maintenance and refurbishment • €20 million of repositioning Capex is planned to be spent in H2 2013 while the remaining c. €35 million relates to maintenance • For the period 2014-16 the Company expects to invest approx. €200 million as part of its repositioning plan of approximately 100 hotels Source: Company information 25 Recent Developments • In April 2013, HNA Group, a conglomerate based in China with hotel management, airline and tourism businesses, purchased 20% stake in NHH for total consideration of €234 million – Long-term partnership with one of the strongest and most reputable hotel managers in China – Potential to develop a mid/upscale market portfolio in China under an “asset-light” model – Framework to create cross-selling opportunities in the airline/tourism business • In June 2013 NHH sold the NH Grand Hotel Krasnapolsky in Amsterdam for €157 million. In connection with sale, NHH entered into management service agreement for the hotel for a period of 25 years and the purchaser has agreed to spend up to €38mm over the next 3 years to refurbish the hotel • During H2 2012 and H1 2013 NHH implemented cost savings initiatives in Spain and Italy associated with outsourcing of janitorial and other services 26 Current trading • Like-for-like revenues for the Q3 2013 increased compared to the same quarter in the previous year – Like-for-like RevPAR increased by 2 - 2.5% compared to the same quarter in the previous year, largely driven by: – Increases in like-for-like RevPAR in Benelux and Latin America mainly due to the successful implementation of operational initiatives and effective management strategies – Positive contribution of like-for-like RevPAR in Spain for the first time in the last eight quarters Note: like-for-like revenues and RevPAR are adjusted adjusting for hotel openings, acquisitions and disposals (including for the sale of the NH Grand Hotel Krasnapolsky) on a constant exchange rate 27 Key financial policies & governance Committed to deleverage to 3-4x in the medium term Leverage targets Close to €200mm gross debt reduction in the H1 2013 and approx. €150mm improvement in cash position Asset light In the past few years NHH has increased the proportion of variable leases, as well as managed hotels vs. owned hotels. The Group’s intention is to continue with this approach over the medium-long term Liquidity management Maintain strong liquidity with a revolving credit facility of €76mm and back-ended maturity profile across the capital structure, as well as selectively sell owned hotels to improve liquidity and deleveraging profile (c.€125m of proceeds expected in 2014) There is currently no intention to pay dividends Dividend policy Asset light expansion plan Opportunistically strengthen footprint in Europe and develop a greater platform in LatAm based on an asset light model (variable leases and management contracts) Leverage on HNA’s tourism business and start hotel operations in China Quarterly public bond reporting and investors conference calls Others 28 5. Strategy 29 Clearly defined strategy Revenues increase New value proposition Portfolio optimization New brand architecture Pricing Strategy New NH Experience Value proposal for MICE New F&B offering Marketing Plan Margin increase Direct sales increase Asset repositioning plan Exit plan (owned, leased and managed) Cost efficiency Renegotiation of the lease contracts Transformation of the distribution / marketing model Boost the loyalty and customer relationship model New operational model ( support functions and hotels) Expansion of the procurement platform 30 New value proposition: new brand architecture • Segment the brand portfolio/architecture and clarify a value proposition aligned with the target and differentiated from competitors (independent chains and hotels) Target Nº Hotels • Upward NH brand extension with the flagships of the Company 52 • Maintain NH Hotels core brand for Midscale and Upscale (3 & 4*) 268 • Maintain current upscale design segment brand • Clear definition of the resorts segment under a single existing brand 3 10 • Improve chain profitability and maximise ADR of the core segments: upper upscale and upscale Further improvement of brand awareness and image through increased marketing expenditure • Focus on the urban business traveller • Boost investment by country on the basis of revenue and potential 31 Portfolio optimisation: Asset repositioning plan Refurbishment levels and priorities Scope Priorities Investments to position all hotels in minimum product standards Investments to be held throughout 2013 as a first step of repositioning plan FULL Refurbishments involving changes in facilities and bathrooms Priority 1: hotels in which the refurbishment will take place in 2013 and 2014 considering an improvement of EBITDA, capacity to implement the project immediately and assuring the brand offering SOFT Refurbishments designed to change elements of decoration and equipment BASICS Priority 2 and 3: hotels with a less urgent capex necessity and whose refurbishment will take place between 2015 and 2016 Estimated total refurbishment capex of approximately €200 million between 2014 and 2016 Approximately 50% of total repositioning capex targeted to Spain and Benelux. Majority of refurbishment plan will be spent on upgrading hotels to the upper-upscale segment NHH intends to refurbish 15 out of 22 hotels which are currently in the Collateral package Source: Company information. Note: figures do not include NH Jolly and NH Barbizon 32` Proven track record of improving quality and ADR after refurbishment NH Villa de Bilbao NH Eurobuilding NH President Characteristics Characteristics Characteristics • Hotel: 4 stars • Rooms: 142; Rooms reformed: 142 • Location: Bilbao • Hotel: 4 stars • Rooms: 440; Rooms reformed: 84 • Location: Madrid Centre Reforms • • • • • • Hotel: 4 stars • Rooms: 274; Rooms reformed: 104 • Location: Milan Reforms Paint/wallpaper, Fabrics Basic furniture, Full furniture, Room floor Bathroom tiling & accessories Plumbing, toilet & electrical installations AC change & installation of central control • • • • • Reforms Paint/wallpaper, Fabrics Basic furniture, Full furniture, Room floor Bathroom tiling & accessories Plumbing, toilet & electrical installations AC change & installation of central control Impact • • • • • • • Paint/wallpaper, Fabrics Basic furniture, Full furniture, Room floor Bathroom tiling & accessories Plumbing, toilet & electrical installations AC change & installation of central control Demolition and full reconstruction Replacement of general installations Impact Impact 172 79 100 92 8,1 MM€ 157 72 8,0 22,535€ 22,143€ 142 rooms 104 rooms 84 rooms 3,2 MM€ Q2 2011 ADR (reformed (€/night) 8,0 50,192€ 2,5 MM€ Q2 2012 Q4 2010 Q4 2011 Q1 2010 Q1 2013 CAPEX (€/room) Source: Company information 33 6. Conclusion 34 NHH: a solid equity story 1 2 3 4 5 Leading European hotel operator with diversified portfolio base and well recognised brand 1 New brand architecture 2 Asset repositioning 3 Asset rotation 4 Cost efficiencies Attractive market fundamentals Strong track record of portfolio management Significant asset value underpinning the business Highly skilled and experienced management team 35